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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Trademark and Copyright

Date & Time
  • event Date

    Thursday, January 11, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will prepare counsel to IP owners, licensees, and licensors to protect their interests by allocating infringement risks during negotiations using indemnification and limitation of liability provisions in the agreement. The panel will offer best practices for negotiating and structuring these provisions to effectively allocate risk between the parties.

Faculty

D. Brian Kacedon
Partner
Finnegan Henderson Farabow Garrett & Dunner LLP

Mr. Kacedon is a recognized authority in IP transactions having drafted and negotiated hundreds of agreements across all technologies. He is designated as a Certified Licensing Professional. He has also successfully litigated multiple lawsuits and arbitrations based on his extensive transactional experience. Mr. Kacedon’s practice focuses on patent and technology licensing and litigation. In his transactional practice, he assists clients in conducting market assessments for their patents, conducts licensing negotiations, drafts licensing agreements, and participates in related litigations. His experience includes setting up and directing international patent licensing and enforcement programs, including one that resulted in more than 500 license agreements. Mr. Kacedon is a frequent presenter at legal and industry workshops and conferences and has served as adjunct professor teaching licensing at the George Washington University Law School.

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Christopher Arena
Partner, Co-Lead Indemnification Management and Enforcement Practice
BakerHostetler

Mr. Arena has more than 30 years of experience in intellectual property law, with his focus on the business aspects of IP, including the acquisition and strategic management of intellectual property assets, as well as technology and other intellectual property transactions. Having previously served as the Chief Intellectual Property Counsel for Cingular Wireless and earlier as Chief Patent Counsel for BellSouth Corporation, Mr. Arena has a strong command over all areas of IP practice. His strategic focus on IP includes the acquisition, protection and management of IP assets, as well as leveraging those assets to create value and to mitigate business risk. His broad range of experience includes patent, trademark, copyright and trade secret practices. Mr. Arena’s practice expands beyond traditional IP to include transactions involving technology, patents, software, branding and sponsorships. He often advises clients on the IP components of private equity, business and tax transactions. 

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Description

Indemnification provisions are often overlooked but are an essential part of any IP agreement. Effective drafting and negotiation of indemnification provisions are crucial to protecting valuable business property interests, reducing the risk of future litigation, and minimizing litigation costs if a dispute arises.

When structuring indemnification provisions, the parties must consider who is indemnifying whom and will the indemnifying party also be responsible for defending any litigation. In addition, counsel must carefully consider the scope of liability covered by the indemnification obligation including who is covered, what claims will be covered, and any exclusions.

Further, the parties should consider the inclusion of limitation of liability provisions to reduce the risk and decrease the incentive for litigation. Counsel should also consider the types of damages, claims, and activities to cover in the agreement.

Listen as our authoritative panel of IP attorneys examines indemnification and limitation of liability provisions in IP agreements and what factors IP counsel should account for when negotiating and drafting these provisions. The panel will offer best practices for negotiating and structuring these provisions to allocate risk.

Outline

  1. Agreements in which indemnification and limitation of liability provisions are likely to appear
  2. Common structures for indemnification provisions, including common exclusions from liability
  3. Common structures for limitation of liability provisions
  4. Best practices for negotiating and structuring these provisions to allocate risk

Benefits

The panel will review these and other key issues:

  • What IP-specific issues should be considered when structuring indemnification and limitation of liability provisions in IP agreements?
  • What are the most commonly disputed issues when negotiating indemnification, and what are some effective strategies for resolving them?
  • What approaches should counsel use to protect a client's interests when negotiating an indemnification provision?